Common use of Annual Reports and Statements; Annual Budgets and Business Plans Clause in Contracts

Annual Reports and Statements; Annual Budgets and Business Plans. (a) For each Fiscal Year, the Administering General Partner shall send to each Person who was a Partner at any time during such Fiscal Year, by no later than February 15 of the next Fiscal Year, an annual report of the Partnership including an annual balance sheet, profit and loss statement and a statement of changes in financial position, and a statement showing distributions to the Partners all as prepared in accordance with generally accepted accounting principles consistently applied and audited by the Partnership's independent public accountants, which initially shall be PricewaterhouseCoopers, and a statement showing allocations to the Partners of taxable income, gains, losses, deductions and credits, as prepared by such accountants (it being acknowledged that the Administering General Partner's obligations hereunder are not to guaranty timely delivery of audits, tax returns or similar third-party work product, and the failure of the auditor or another third party to make such delivery shall not itself constitute a default hereunder on the part of the Administering General Partner). For each quarter, the Administering General Partner shall send to each Person who was a Partner at any time during such quarter, within forty-five (45) days after the end of such quarter, quarterly financial statements of the Partnership including a quarterly balance sheet, profit and loss statement and a statement of changes in financial position, and a statement showing distributions to the Partners all as prepared in accordance with generally accepted accounting principles consistently applied. In addition, the Administering General Partner shall send (i) to each General Partner within twenty-five (25) days after the end of each month of each Fiscal Year a monthly report setting forth the financial and operating information on an accrual basis and in form and substance approved by the General Partners (acting reasonably) after the date hereof, (ii) to each Partner by no later than February 15 of each year, completed IRS Schedules K-1 prepared by the Partnership's accountants in accordance with Section 3.3(ii), and (iii) to each Partner such other information concerning the Partnership and reasonably requested by any Partner as is necessary for the preparation of each Partner's federal, state and local income or other tax returns. Each General Partner agrees that the Partnership will use and comply with the requirements and deadlines of the Whitehall REPSYS management reporting system (to the extent that compliance with such reporting system does not cause the Partnership to incur additional material costs). The Administering General Partner shall prepare and deliver to the lender under any loan documents to which the Partnership is a party all reports and statements required by such lender. (b) The Administering General Partner shall prepare or cause to be prepared a proposed Annual Budget and related Business Plan for the Partnership as a whole. The initial Annual Budget and Business Plan, which have been approved by all of the General Partners, are attached hereto as Schedule 5.3(b). Not later than November 15 of the prior Budget Year with respect to each subsequent Budget Year, the Administering General Partner shall prepare for the Partnership for the Budget Year in question, a proposed Annual Budget and a proposed Business Plan for the Partnership as a whole. Not later than thirty (30) days after receipt by WHGP and Blackstone GP of a proposed Annual Budget or Business Plan (or such longer period as WHGP or Blackstone GP may reasonably request on notice to the Administering General Partner), WHGP or Blackstone GP may deliver a notice (an "Objection Notice") to the Administering General Partner stating that WHGP or Blackstone GP objects to any information contained in or omitted from such proposed Annual Budget or Business Plan and setting forth the nature of such objections. With respect to all or any portion of such proposed Annual Budget or Business Plan as to which no Objection Notice is delivered prior to such thirtieth (30th) day (or such longer period as WHGP or Blackstone GP may have reasonably requested), the proposed Annual Budget or Business Plan or such portion thereof will be deemed to have been accepted and consented to by WHGP and Blackstone GP. If the Objection Notice is timely delivered, the Administering General Partner shall modify the proposed Annual Budget or Business Plan, taking into account WHGP's and/or Blackstone GP's, as applicable, objections, shall resubmit the same to WHGP and Blackstone GP for WHGP's and Blackstone GP's approval within 15 days thereafter, and WHGP and Blackstone GP may deliver further Objection Notices (if any) within 15 days thereafter (in which event, the re-submission and review process described above in this sentence shall continue until the Annual Budget or Business Plan in question is accepted and consented to by WHGP and/or Blackstone GP or deemed to be so accepted and consented to). As to any portion of a proposed Annual Budget or Business Plan that is the subject of an Objection Notice, the Annual Budget or Business Plan (as the case may be) for the immediately preceding year shall be deemed to control pending resolution by WHGP and/or Blackstone GP of the disputed items (as adjusted in accordance with Section 3.3(2) above). Notwithstanding the foregoing, approval of the Annual Budget and the Business Plan shall at all times be a Majority Decision and no General Partner shall have the right to submit an Objection Notice after the approval of an Annual Budget or Business Plan by the General Partners in accordance with Section 3.3.

Annual Reports and Statements; Annual Budgets and Business Plans. (a) For each Fiscal Year, the Administering General Partner shall send to each Person who was a Partner at any time during such Fiscal Year, by no later than February 15 of the next Fiscal Year, an annual report of the Partnership including an annual balance sheet, profit and loss statement and a statement of changes in financial position, and a statement showing distributions to the Partners all as prepared in accordance with generally accepted accounting principles consistently applied and audited by the Partnership's independent public accountants, which initially shall be PricewaterhouseCoopers, and a statement showing allocations to the Partners of taxable income, gains, losses, deductions and credits, as prepared by such accountants (it being acknowledged that the Administering General Partner's obligations hereunder are not to guaranty timely delivery of audits, tax returns or similar third-party work product, and the failure of the auditor or another third party to make such delivery shall not itself constitute a default hereunder on the part of the Administering General Partner). For each quarter, the Administering General Partner shall send to each Person who was a Partner at any time during such quarter, within forty-five (45) days after the end of such quarter, quarterly financial statements of the Partnership including a quarterly balance sheet, profit and loss statement and a statement of changes in financial position, and a statement showing distributions to the Partners all as prepared in accordance with generally accepted accounting principles consistently applied. In addition, the Administering General Partner shall send (i) to each General Partner within twenty-five (25) days after the end of each month of each Fiscal Year a monthly report setting forth the financial and operating information on an accrual basis and in form and substance approved by the General Partners (acting reasonably) after the date hereof, (ii) to each Partner by no later than February 15 of each year, completed IRS Schedules K-1 prepared by the Partnership's accountants in accordance with Section 3.3(ii), and (iii) to each Partner such other information concerning the Partnership and reasonably requested by any Partner as is necessary for the preparation of each Partner's federal, state and local income or other tax returns. Each General Partner agrees that the Partnership will use and comply with the requirements and deadlines of the Whitehall REPSYS management reporting system (to the extent that compliance with such reporting system does not cause the Partnership to incur additional material costs). The Administering General Partner shall prepare and deliver to the lender under any loan documents to which the Partnership is a party all reports and statements required by such lender. (b) The Administering General Partner shall prepare or cause to be prepared a proposed Annual Budget and related Business Plan for the Partnership as a whole. The initial Annual Budget and Business Plan, which have been approved by all of the General Partners, are attached hereto as Schedule 5.3(bSCHEDULE 5.3(B). Not later than November 15 of the prior Budget Year with respect to each subsequent Budget Year, the Administering General Partner shall prepare for the Partnership for the Budget Year in question, a proposed Annual Budget and a proposed Business Plan for the Partnership as a whole. Not later than thirty (30) days after receipt by WHGP and Blackstone GP of a proposed Annual Budget or Business Plan (or such longer period as WHGP or Blackstone GP may reasonably request on notice to the Administering General Partner), WHGP or Blackstone GP may deliver a notice (an "Objection NoticeOBJECTION NOTICE") to the Administering General Partner stating that WHGP or Blackstone GP objects to any information contained in or omitted from such proposed Annual Budget or Business Plan and setting forth the nature of such objections. With respect to all or any portion of such proposed Annual Budget or Business Plan as to which no Objection Notice is delivered prior to such thirtieth (30th) day (or such longer period as WHGP or Blackstone GP may have reasonably requested), the proposed Annual Budget or Business Plan or such portion thereof will be deemed to have been accepted and consented to by WHGP and Blackstone GP. If the Objection Notice is timely delivered, the Administering General Partner shall modify the proposed Annual Budget or Business Plan, taking into account WHGP's and/or Blackstone GP's, as applicable, objections, shall resubmit the same to WHGP and Blackstone GP for WHGP's and Blackstone GP's approval within 15 days thereafter, and WHGP and Blackstone GP may deliver further Objection Notices (if any) within 15 days thereafter (in which event, the re-submission and review process described above in this sentence shall continue until the Annual Budget or Business Plan in question is accepted and consented to by WHGP and/or Blackstone GP or deemed to be so accepted and consented to). As to any portion of a proposed Annual Budget or Business Plan that is the subject of an Objection Notice, the Annual Budget or Business Plan (as the case may be) for the immediately preceding year shall be deemed to control pending resolution by WHGP and/or Blackstone GP of the disputed items (as adjusted in accordance with Section 3.3(2) above). Notwithstanding the foregoing, approval of the Annual Budget and the Business Plan shall at all times be a Majority Decision and no General Partner shall have the right to submit an Objection Notice after the approval of an Annual Budget or Business Plan by the General Partners in accordance with Section 3.3.